Accounting-Related Allegations in Securities Class Actions Decreased Sharply in 2021

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Federal securities class action filings involving SPACs became the dominant filing trend in 2021.

Los Angeles—Securities class action filings and settlements with accounting allegations fell in 2021—both in terms of numbers and as percentages of total securities class actions. Settlement dollars and defendant market capitalization losses in case filings also dropped to low levels, according to a report released today by Cornerstone Research.

Accounting Case Filings

The report, Accounting Class Action Filings and Settlements—2021 Review and Analysis, found that plaintiffs filed 46 securities class actions with accounting allegations (accounting case filings), the second-lowest level in the last 10 years and down from 70 filings in 2020. Accounting case filings made up 24% of all federal securities class action filings in 2021, compared to 31% in 2020.

SPAC filings that include accounting allegations tripled in 2021 as compared to the prior year.

Filings involving special purpose acquisition companies (SPACs) was one area of focus that grew. Approximately 20% of accounting case filings in 2021 involved a SPAC, and in the second half of the year that figure was nearly one in three.

Filings referencing financial statement restatements and/or allegations of internal control weaknesses declined to the lowest level in more than 10 years.

Accounting Case Settlements

There were 33 settlements that involved accounting allegations (accounting case settlements) in 2021, down from 38 settlements in the previous year. The percentage of accounting case settlements fell to 38% of all securities class actions settled in 2021, compared to 49% in 2020.

The total value of securities class action settlements with accounting allegations dropped sharply from $3.7 billion in 2020 to $755 million in 2021. The median settlement value for accounting cases was $7.5 million, down from a median settlement value of $11.3 million in 2020 (adjusted for inflation), despite an increase in the size of issuer firm defendants.

Accounting Class Action Filings and Settlements—2021 Review and Analysis

Market Capitalization Losses

For defendant companies named in accounting case filings, the Disclosure Dollar Loss Index®, a measure of market capitalization losses, fell from $70.9 million to $29.4 million, its lowest level since 2017.

Author Commentary

Elaine M. Harwood, senior vice president and head of the firm’s accounting practice: “SPAC filings that include accounting allegations tripled in 2021 as compared to the prior year. Allegations of inappropriate revenue recognition and weaknesses in internal control have been the most common accounting issues in these cases, followed by allegedly omitted disclosure of related-party transactions.”

Frank T. Mascari, principal: “Given the overall decline in financial statement restatements by public issuers in recent years, the decline in accounting-related class actions involving restatements is not surprising. However, this trend could reverse, in light of the SEC’s recent focus on registrants’ evaluation of accounting errors and the need for restatements.”

Laura E. Simmons, senior advisor: “The decline in accounting case settlement amounts was part of a broader decline for all types of securities class actions settled in 2021. One factor that is typically associated with higher settlement amounts is public pension plan involvement as a lead plaintiff. In 2021, the proportion of accounting case settlements involving a public pension plan lead plaintiff declined to its lowest level in the last 10 years.”

About Accounting Cases

Cases are considered “accounting cases” if they involve allegations related to Generally Accepted Accounting Principles (GAAP) violations, violations of other reporting standards, auditing violations, or weaknesses in internal controls over financial reporting.

This year’s report focuses on federal securities class action filings containing Rule 10b-5, Section 11, or Section 12(a) claims, previously referred to as “core” filings.

Contact

Zinie Sampson
Baretz+Brunelle
804.381.1272
zsampson@baretzbrunelle.com
Elisabeth Gaubinger
Cornerstone Research
202.912.8909
egaubinger@cornerstone.com